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SERVICE AGREEMENT

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					                            SERVICE AGREEMENT

THIS AGREEMENT dated                                         .
BETWEEN:
            SMD SELF-HELP CLEARINGHOUSE INC.
            (the “Clearinghouse”),
                                      - and -


            (the “Service Group”),
WHEREAS:
A.   The Clearinghouse is the Tenant under a lease with SMD Foundation for
     certain premises currently located at 825 Sherbrook Street, Winnipeg,
     Manitoba (the “Clearinghouse Premises”).
B.   The Clearinghouse provides the services of an administrative co-ordinator and
     facilitator for a collective of approved self-help disability groups ("Approved
     Service Groups") by providing them with such things as a common reception
     area, office technology and support staff assistance (the “Clearinghouse
     Administrative Model”) in the Clearinghouse Premises.
C.   There are two types of Approved Service Groups: “On-Site” Service Groups,
     which rent physical space in the Clearinghouse Premises, and “Off-Site” Service
     Groups, which do not.
D.   Approved Service Groups are self-governing, independent groups, which are
     responsible for providing services to their respective clients/constituents, and
     which work together toward the benefit of all people with disabilities.
E.   The guiding principles of the Clearinghouse include: (i) learning from each other
     by sharing mutually beneficial experience, information and ideas, (ii) discussing
     and working to resolve common internal Clearinghouse issues, and (iii)
     discussing and initiating collaborative activities of mutual benefit.
F.   The Service Group desires to become, or has already become, an Approved
     Service Group of the Clearinghouse for the purpose of using the Facilities
     and Services.
G.   Both the Clearinghouse and the Service Group wish to define the
     arrangements between them by way of this written agreement (the
     “Agreement”).
H.   The Clearinghouse has the following mission statement:
            To foster collaborative networking and collective
            advocacy to support self-help organizations.
I.   By virtue of being approved by the Clearinghouse as an Approved Service
     Group, the Service Group affirms that it will actively promote, support and
      represent the self-help model, and that it will abide by the value of the
      Clearinghouse in the furtherance of its mission.
THEREFORE the parties agree as follows:
1. Office Space and Rights to Access and Use. The Clearinghouse hereby
      designates certain areas within the Clearinghouse Premises as the area
      from which the Service Group will conduct its activities (the “Office
      Space”), and agrees to provide the Service Group the full right, liberty and
      access to the Office Space within the scope of the policies and procedures
      of the Clearinghouse to use the Office Space only for the purpose of
      performing activities related to the service of its members. The Service
      Group acknowledges that the primary use of the Office Space is only for
      the conduct of the Service Group’s business and activities as part of an
      active participant in the Clearinghouse (and not, simply for example, for
      use as storage or libraries). For greater certainty, the parties hereby
      confirm that nothing in this Agreement shall constitute a leasehold interest
      in favour of the Service Group with respect to the space designated for
      use by the Service Group.
2.    Alteration of Office Space. The Office Space may be increased,
      decreased or relocated within the Clearinghouse Premises in such
      manner, and at such times as the Clearinghouse may in its sole discretion
      determine, acting reasonably.
3.    Termination of Agreement. This Agreement may be terminated by either
      party on thirty (30) days’ notice, provided that within that 30 day period,
      the parties will attempt to resolve any disputes in good faith. If however,
      the Service Group materially violates any of its obligations under
      paragraph 6 or 8 hereof, or in the event that the Service Group is
      bankrupt, insolvent or is in the process of winding-up or had wound-up,
      the Clearinghouse may terminate this Agreement immediately upon
      providing written notice.
4.    Use Fee.
     (a)   On-Site Service Groups. In exchange for the right to use the Office
           Space, On-Site Service Groups will pay to the Clearinghouse a use
           fee, which will include GST (the “Use Fee”), as may be determined
           by the Clearinghouse from time to time. Should the Service Group
           discontinue the use of the Office Space or be in default of this
           Agreement, any unpaid portion of the Use Fee will immediately
           become due and payable.
     (b)   Off-Site Service Groups. Off-Site Service Groups do have to pay a
           Use Fee, and are responsible for paying the Additional Fees
           identified below in paragraph 5.
5.    Additional Fees. The Service Group will be responsible to pay, in addition
      to the Use Fee paid by an On-Site Service Group, an amount representing
      charges relating to services provided by the Clearinghouse to the Service
      Group including, but not limited to, photocopying, postage, website hosting
      and administration and fundraising expenses. The Clearinghouse will
      provide the Service Group with regular invoices setting out the amount
      due, and the Service Group will make full payment within the time limit
      specified on such invoices.
6.    Responsibilities of the Clearinghouse to the Service Group. The
      Clearinghouse agrees that it will:
     (a)   Provide the Office Space to On-Site Service Groups on the terms set
           out above, including cleaning, maintenance and security services.
     (b)   Provide the Service Group with facsimile and photocopying services
           at the rate determined by the Clearinghouse from time to time.
     (c)   Provide the Service Group with administrative support at the rate
           determined by the Clearinghouse from time to time.
     (d)   Champion the self-help concept to the benefit of all Approved
           Service Groups.
     (e)   Provide the Service Group with access to meeting rooms as are
           reasonably available during regular business hours.
     (f)   Provide the Service Group access to the Clearinghouse Premises on
           weekends, including access to meeting rooms as are reasonably
           available. Such access will be supported by a security person at a
           rate determined by the Clearinghouse from time to time.
     (g)   Provide advance notice of significant changes within the
           Clearinghouse or to its activities which have an effect on the Service
           Group.
     (h)   Provide the Approved Service Groups with copies of information
           material to the Clearinghouse and the Approved Service Group, as
           may be determined by the Board of Directors of the Clearinghouse
            from time to time (including without limitation the information
            identified in Schedule A).
      (i)   Review all expenses payable by Approved Service Groups in an
            effort to ensure they remain fair and equitable.
      (j)   Provide consultative support to Approved Service Groups in the
            areas of governance, management, public relations, fund raising and
            advocacy.
     (k)    Maintain a Clearinghouse web site which displays information about
            and logos of the Service Group which are provided to the
            Clearinghouse by the Service Group, in a form agreeable to the
            Clearinghouse.
      (l)   Foster networking between all approved service groups, both
            internally among themselves, and externally among the private and
            public sectors.
     (m)    Create and provide a mechanism for collective advocacy on issues in
            common to all Approved Service Groups.
     (n)    Ensure that all telephone calls and other communications received
            by the Clearinghouse are forwarded to the Service Group in a prompt
            and efficient manner.
7.     Responsibilities of the Service Group to the Clearinghouse. Unless
       any such requirements are expressly waived by the Clearinghouse by
       prior written notice, the Service Group agrees that it will:
     (a)    Make prompt and timely payment of the monthly Use Fee, as well as
            any additional fees that are incurred by the Service Group.
     (b)    Provide the Clearinghouse with a copy of the by-laws, if any, relating
            to the organization of the Service Group. In the event that the
            Service Group should ever amend its internal by-laws, it will provide
            a copy of the amended by-laws to the Clearinghouse as soon as
            possible.
     (c)    Obtain general insurance for the Office Space and its contents in a
            form satisfactory to the Clearinghouse, and provide the
            Clearinghouse with a copy of the insurance policy, and confirmation
            of annual renewals.
     (d)    Provide, at its own costs, the Clearinghouse with the following
            information by no later than March 1 of each year:
             (i)    the names, mailing addresses, email addresses and phone
                    numbers of board and executive members;
            (ii)    the name of the contact person responsible for liaison with
                    the Clearinghouse;
       (iii)   if available, the audited financial statements of the Service
               Group for the previous fiscal year; and
       (iv)     such other information or documents as may be reasonably
               required by the Clearinghouse.
(e)    Maintain custody and control of the key and all copies to the
       Clearinghouse Premises, and return the original key and all copies to
       the Clearinghouse if this Agreement is terminated by either party.
 (f)   keep the Office Space in a state of good repair, and not use,
       exercise, carry on (or permit the use, exercise or carrying on) of any
       activity or business on the Clearinghouse premises that has the
       potential to cause injury, damage to property or annoy or interfere
       with the business or operation of others on the Clearinghouse
       Premises.
(g)    to abide by the policies and procedures of the Clearinghouse, as
       specified from time to time, as they relate to the administration or use
       of the Clearinghouse Premises or the Office Space.
(h)    Ensure that all telephone calls and other communications received
       by the Clearinghouse which are forwarded to the Service Group are
       dealt with in a prompt and efficient manner.
 (i)   Provide the Clearinghouse with copies, within a reasonable time, of
       all of educational and informational materials, such as pamphlets and
       brochures.
 (j)   Support the Clearinghouse in its effort to create and provide a
       mechanism for collective advocacy, fundraising, education and public
       awareness on issues in common to all approved service groups.
(k)    Champion the self-help concept on behalf of the Clearinghouse and
       all other approved service groups.
 (l)   Provide advance notice to the Clearinghouse of any significant
       changes within the Service Group.
(m)    Provide up-to-date information to be included on the Clearinghouse
       web site.
(n)    Support funding and grant applications completed by the
       Clearinghouse which relate directly to continuing infrastructure and
       management of the Clearinghouse.
(o)    Promote nominations of appropriate candidates to the Clearinghouse
       board when nominations are sought.
(p)    Provide the Clearinghouse Chief Operating Officer with a quarterly
       report on Service Group board decisions and Service Group
       activities material to the Clearinghouse and the Service Group, as
       may be determined from time to time by the board of directors of the
       Service Group.
      (q)   Cross-promote the other approved service groups in an effort to
            leverage the collective strength of the Clearinghouse as a whole.
       The waiver of any one or more of the above requirements by the
       Clearinghouse will not be construed as a waiver of any other such
       requirements.
8.     Responsibilities of the Service Group to other Service Groups. The
       Service Group agrees that it will:
      (a)   Support the Clearinghouse Administrative Model and conduct its
            activities in a manner that benefits all approved service groups.
      (b)   Promote networking between all approved service groups within the
            Clearinghouse.
      (c)   Promote collaborative fund raising activities with other approved
            service groups.
      (d)   Mentor other approved service groups and their members that
            require assistance or guidance in conducting their activities for the
            benefit of the Clearinghouse, other approved service groups and
            people with disabilities.
      (e)   Promote and partake in joint advocacy with other approved service
            groups and their members, with the aim of pooling resources and
            ideas, and thereby achieving common goals for the benefit of people
            with disabilities.
      (f)   respect the personal information and confidential information of other
            Approved Service Groups occupying space in the Clearinghouse
            premises.
9.     Limitation of Liability. The Service Group hereby acknowledges and
       agrees that any information, materials, documents or otherwise, provided
       by the Clearinghouse to the Service Group under this Agreement are for
       informational purposes only and the Clearinghouse makes no
       representations or warranties with respect to any such document,
       information, or otherwise including without limitation with respect to the
       accuracy, completeness or legality thereof.
10.    Assignment. The Service Group may not assign any of its rights or
       obligations set out in this Agreement without the prior written consent of
       the Clearinghouse, which it may withhold in its sole and absolute
       discretion.
11.    Dispute Resolution. Wherever possible, the Parties shall attempt to
       resolve all disputes which may arise from time to time expeditiously and
       informally. For this purpose, disputes must first be addressed to the COO
       of the Clearinghouse for discussion and resolution. In the event that the
       COO of the Clearinghouse is unable to resolve the dispute, the matter
       shall be referred to the Clearinghouse Board for further discussion and
       resolution.
12.   Confidentiality and Non-Disclosure. Each party agrees that it will each
      hold all Confidential Information of the other party in strictest confidence,
      and that it shall not disclose any Confidential Information to any third party
      without the prior consent of the disclosing party. “Confidential Information”
      shall include the minutes of the board meetings of either party, as well as
      any information provided by a service group to the Clearinghouse in
      accordance with Section 7 of this Agreement.
13.   Privacy, Personal Information, etc. Each party agrees that it will act in
      accordance with The Personal Health Information Act (Manitoba), The
      Freedom of Information and Protection of Privacy Act (Manitoba) and the
      Personal Information Protection and Electronics Documents Act (Canada)
      in performing their obligations and exercising their rights under this
      Agreement.
14.   Sanctions. If the Service Group fails to adhere to the values of the
      Clearinghouse, or breaches any of the terms of this Agreement, the
      Clearinghouse may take whatever disciplinary steps it deems appropriate
      in the circumstances, including (without limitation) termination of this
      Agreement and removal of the Service Group from the Clearinghouse
      Premises.
15.   Entire Agreement. This Agreement constitutes the entire agreement
      between the Clearinghouse and the Service Group, and may only be
      amended by mutual written agreement.
EXECUTED by authorized representatives of the parties as of the date written
above.




                                      [Insert Name of Service Group]

                                      per:




                                      SMD SELF-HELP CLEARINGHOUSE
                                      INC.

                                      per:



                                      per:
                                 Schedule A

Examples of Material Information to be provided to the approved service groups
pursuant to s. 6(h):

     (a)   report on information material to the Clearinghouse and approved
           service groups as may be determined by the Board of Directors from
           time to time

     (b)   minutes from Clearinghouse information update meetings held
           between Clearinghouse and Service Groups

				
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